SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
PEOPLES-SIDNEY FINANCIAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
2) Aggregate number of securities to which transaction applies: N/A
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on
which the filing fee is calculated and state how it was
determined): N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid: N/A
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
[PEOPLES-SIDNEY FINANCIAL CORPORATION'S LOGO]
PEOPLES-SIDNEY FINANCIAL CORPORATION
CORNER COURT STREET AND OHIO AVENUE o P.O. BOX 727 o SIDNEY, OHIO 45365
EXECUTIVE OFFICES o TEL. (937) 492-6129 o FAX (937) 498-4554
September 10, 1999
To Our Fellow Stockholders:
On behalf of the Board of Directors and management of Peoples-Sidney
Financial Corporation, I cordially invite you to attend the Annual Meeting of
Stockholders of the Company (the "Meeting"). The Meeting will be held at 11:00
a.m. (Sidney, Ohio time) on October 8, 1999 at the Sidney Holiday Inn, located
at State Route 47 and I-75, Sidney, Ohio.
At the Meeting, stockholders will be asked to vote on the election of
two directors and the ratification of the appointment of Crowe, Chizek & Company
LLP as the Company's independent auditors for the fiscal year ending June 30,
2000. In addition to the stockholder vote, at the Meeting we will report to you
on the Company's 1999 financial and operating performance.
I encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy card and return it in the
accompanying postpaid return envelope as promptly as possible. This will save
the Company additional expense in soliciting proxies and will ensure that your
shares are represented at the Meeting.
Thank you for your attention to this important matter.
Sincerely,
/S/Douglas Stewart
Douglas Stewart
President and Chief Executive Officer
PEOPLES-SIDNEY FINANCIAL CORPORATION
101 East Court Street
Sidney, Ohio 45365
(937) 492-6129
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 8, 1999
-----------------
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Peoples-Sidney Financial Corporation ("Peoples-Sidney" or the
"Company"), will be held at the Sidney Holiday Inn, located at State Route 47
and I-75, Sidney, Ohio on October 8, 1999 at 11:00 a.m., Sidney, Ohio time. A
Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of:
1. The election of two directors of the Company;
2. The ratification of the appointment of Crowe, Chizek & Company
LLP as the Company's independent auditors for the fiscal year
ending June 30, 2000; and
such other business as may properly come before the Meeting or any adjournment
or postponement thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record at the close of business on
August 30, 1999 are the stockholders entitled to vote at the Meeting, and any
adjournments or postponements thereof.
You are requested to complete and sign the enclosed proxy card, which
is solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and vote at the
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Gary N. Fullenkamp
Gary N. Fullenkamp
Corporate Secretary
Sidney, Ohio
September 10, 1999
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED WITHIN THE UNITED STATES.
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PROXY STATEMENT
PEOPLES-SIDNEY FINANCIAL CORPORATION
101 East Court Street
Sidney, Ohio 45365
(937) 492-6129
ANNUAL MEETING OF STOCKHOLDERS
October 8, 1999
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Peoples-Sidney Financial Corporation
("Peoples-Sidney" or the "Company") of proxies to be used at the Annual Meeting
of Stockholders of the Company (the "Meeting") to be held at the Sidney Holiday
Inn, located at State Route 47 and I-75, Sidney, Ohio on October 8, 1999 at
11:00 a.m., Sidney, Ohio time, and all adjournments and postponements of the
Meeting. The accompanying Notice of Meeting and form of proxy and this Proxy
Statement are first being mailed to stockholders on or about September 10, 1999.
Certain of the information provided herein relates to Peoples Federal Savings
and Loan Association of Sidney ("Peoples Federal" or the "Association"), a
wholly owned subsidiary of the Company.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of two directors of the Company and a proposal to
ratify the appointment of Crowe, Chizek & Company LLP as the Company's
independent auditors for the fiscal year ending June 30, 2000.
Vote Required and Proxy Information
All shares of the Company's common stock, par value $.01 per share
("Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting and not revoked will be voted at the Meeting
in accordance with the instructions thereon. If no instructions are indicated,
properly executed proxies will be voted for the nominees named in this Proxy
Statement and for the ratification of the appointment of Crowe, Chizek & Company
LLP. The Company does not know of any matters, other than those described in the
Notice of the Meeting, that are to come before the Meeting. If any other matters
are properly presented at the Meeting for action, the Board of Directors, as
proxy for the stockholder, will have the discretion to vote on such matters in
accordance with its best judgment.
Directors will be elected by a plurality of the votes cast. The
ratification of the appointment of Crowe, Chizek & Company LLP as the Company's
independent auditors requires the affirmative vote of a majority of the votes
cast on the matter. In the election of directors, stockholders may either vote
"FOR" both nominees for election or withhold their votes from one or both
nominees for election. Votes that are withheld and shares held by a broker, as
nominee, that are not voted (so-called "broker non-votes") in the election of
directors will not be included in determining the number of votes cast. For the
proposal to ratify the appointment of the independent auditors, stockholders may
vote "FOR," "AGAINST" or "ABSTAIN" with respect to this proposal. Proxies marked
to abstain will have the same effect as votes against the proposal, and broker
non-votes will have no effect on the proposal. The holders of at least one-third
of the outstanding shares of the Common Stock, present in person or represented
by proxy, will constitute a quorum for purposes of the Meeting. Proxies marked
to abstain and broker non-votes will be counted for purposes of determining a
quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy
1
should be delivered to Gary N. Fullenkamp, Secretary, Peoples-Sidney Financial
Corporation, 101 East Court Street, Sidney, Ohio 45365.
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on August 30, 1999
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 1,664,622 shares of Common Stock issued and
outstanding.
The following table sets forth information, as of August 30, 1999,
regarding the shares of Common Stock beneficially owned by (i) those persons or
entities known by management to beneficially own more than five percent of the
outstanding shares of the Common Stock and (ii) all directors and executive
officers of the Company and the Association as a group. For information
regarding the beneficial ownership of Common Stock by directors of the Company,
see "Proposal I - Election of Directors."
Shares Percent
Beneficially of
Name and Address of Beneficial Owner Owned Class
------------------------------------ ----- -----
People-Sidney Financial Corporation
Employee Stock Ownership Plan
101 East Court Street
Sidney, Ohio 45365.................................................................. 170,392(1) 10.2%
All directors and executive officers of the Company and the
Association as a group (9 persons)................................................. 239,544(2) 14.2
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(1) The amount listed represents shares of Common Stock held by the Company's
Employee Stock Ownership Plan (the "ESOP"). As of August 30, 1999, 40,841
shares of Common Stock held by the ESOP had been allocated to accounts of
participants. The 40,841 shares include 1,562 shares purchased by the ESOP
in fiscal 1998 with cash distributions paid on the then-allocated shares in
connection with the return of capital on the Common Stock effected by the
Company in 1998. First Bankers Trust Company, as the trustee of the ESOP,
may be deemed to beneficially own the shares held by the ESOP which have
not been allocated to the accounts of participants or which have been
allocated but may not be voted by the participants. Pursuant to the terms
of the ESOP, participants in the ESOP have the right to direct the voting
of shares allocated to participant accounts. Unallocated shares held by the
ESOP are voted by the plan trustee in the manner that the plan trustee is
directed to vote by the majority of the plan participants who directed the
plan trustee as to the manner of voting the shares allocated to their plan
accounts. In the event an ESOP participant fails to give timely voting
instructions to the plan trustee with respect to the voting of the shares
allocated to the participant's account, the plan trustee shall be entitled
to vote such shares in its discretion.
(2) This amount includes shares held directly, as well as shares held jointly
with family members, shares held in retirement accounts, shares held in a
fiduciary capacity or by certain family members, with respect to which
shares the group members may be deemed to have sole or shared voting and/or
dispositive power. The amount reported above also includes 23,908 shares
subject to currently exercisable options awarded under the Company's
Amended and Restated 1998 Stock Option and Incentive Plan (the "Stock
Option Plan").
2
PROPOSAL I - ELECTION OF DIRECTORS
General
The Company's Board of Directors consists of six members divided into
three classes, with two members in each class. Each year approximately one-third
of the directors are elected to serve for three-year terms or until their
respective successors are elected and qualified.
The following table sets forth certain information, as of August 30,
1999, regarding the composition of the Company's Board of Directors, including
each director's term of office. The Nominating Committee of the Board of
Directors has recommended and approved the nominees identified in the following
table. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to a nominee)
will be voted at the Meeting FOR the election of the nominees identified below.
If a nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute nominee as the Board of
Directors may recommend. At this time, the Board of Directors knows of no reason
why a nominee might be unable to serve if elected. Except as disclosed herein,
there are no arrangements or understandings between any nominee and any other
person pursuant to which the nominee was selected.
Shares of
Common
Stock Percent
Position(s) Held Director Term to Beneficially of
Name Age(1) in Peoples-Sidney Since(2) Expire Owned(3) Class
---- ------ ----------------- -------- ------ -------- -----
NOMINEES
Richard T. Martin 59 Chairman of the Board 1987 2002 37,127 2.2%
Robert W. Bertsch 74 Director 1982 2002 22,199 1.3
DIRECTORS CONTINUING IN
OFFICE
Harry N. Faulkner 58 Director 1979 2000 12,096 0.7
John W. Sargeant 69 Director 1987 2000 14,499 0.9
Douglas Stewart 50 President, Chief Executive 1979 2001 41,025 2.5
Officer and Director
James W. Kerber 57 Director 1990 2001 36,399 2.2
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(1) At June 30, 1999.
(2) Includes service as a director of the Association.
(3) Amounts include shares held directly, as well as shares held jointly with
family members, in retirement accounts, in a fiduciary capacity, by certain
members of the director's family, held by certain related entities or held
by trusts of which the director is a trustee or substantial beneficiary,
with respect to which shares the respective director may be deemed to have
sole or shared voting and/or investment powers. Amounts also include 1,785,
1,785, 1,785, 1,785, 8,927 and 1,785 shares subject to options awarded
under the Stock Option Plan to Messrs. Martin, Bertsch, Faulkner, Sargeant,
Stewart and Kerber, respectively, which are currently exercisable. The
amount for Mr. Stewart also includes 9,526 shares which have been allocated
to his ESOP account.
3
The business experience of each director is set forth below. All
directors have held their present positions for at least the past five years,
except as otherwise indicated.
RICHARD T. MARTIN. Mr. Martin was appointed as Chairman of the Board in
November 1996. Mr. Martin is a certified public accountant and maintains a
private practice of accounting and tax counseling. He also owns and operates a
family farm.
ROBERT W. BERTSCH. Mr. Bertsch retired as Senior Vice President and
Treasurer of Peoples Federal in 1990 after 34 years of service.
HARRY N. FAULKNER. Mr. Faulkner is a partner in the law firm of
Faulkner, Garmhausen, Keister & Shenk LPA. Such firm has acted as counsel to the
Association since 1979.
JOHN W. SARGEANT. Mr. Sargeant is part owner of Sidney Tool and Die
Co., and BenSar Development, a warehouse provider.
DOUGLAS STEWART. Mr. Stewart is President and Chief Executive Officer
of the Company and the Association, a position he has held with the Company
since its incorporation in 1997 and with the Association since 1982. Mr. Stewart
joined the Association in 1971 as a teller.
JAMES W. KERBER. Mr. Kerber is the owner of James W. Kerber CPA, a
public accounting firm. He has been in private practice since 1968.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Company's Board. The Company's Board of
Directors met 24 times during fiscal 1999. During fiscal 1999, no director of
the Company attended fewer than 75% of the aggregate of the total number of
Board meetings and the total number of meetings held by the committees of the
Board of Directors on which he served.
Meetings and Committees of the Association's Board. The Association's
Board of Directors met 24 times during the fiscal year ended June 30, 1999.
During fiscal 1999, no director of the Association attended fewer than 75% of
the aggregate of the total number of Board meetings and the total number of
meetings held by the committees of the Board of Directors on which he served.
The Association's Board has standing Executive, Audit, Governance,
Investment and Personnel and Benefits Committees, and the Company's Board has a
standing Nominating Committee. These committees are described below.
The Executive Committee is responsible for the review and approval of
mortgage loans, consumer loans and any business arising between regularly
scheduled board meetings. The committee is comprised of Directors Kerber,
Martin, Sargeant and Stewart, and officers David R. Fogt, Gary N. Fullenkamp and
Steven R. Goins. During the fiscal year ended June 30, 1999, 28 meetings of the
Executive Committee were held.
The Audit Committee is comprised of Directors Martin (Chairman), Kerber
and Sargeant. The Audit Committee contracts for the annual audit of the
Association and meets with the Company's independent auditors to discuss
findings. This committee met one time during fiscal 1999.
The Governance Committee's role is to provide evaluation of the
directors and the Chief Executive Officer of the Association. The committee also
maintains continuing education of directors and the Chief Executive Officer. The
committee is comprised of Directors Bertsch, Faulkner and Kerber. The committee
met one time during fiscal 1999.
4
The Investment Committee is responsible for reviewing and approving
investments of the Association and setting investment strategies. The committee
is comprised of Directors Bertsch, Faulkner and Stewart, and officers Fogt and
Geuy. The committee met three times during fiscal 1999.
The Personnel and Benefits Committee meets to review salaries and
benefit plans, and analyzes and determines discretionary bonuses. This committee
is comprised of Directors Faulkner (Chairman), Kerber and Martin. This committee
met five times during fiscal 1999.
The Nominating Committee of the Company's Board of Directors is
responsible for making nominations for election to the Board of Directors and is
comprised of those non-employee directors whose terms are not expiring. While
the committee will consider nominees recommended by stockholders, the committee
has not actively solicited nominations from stockholders or established any
procedures for this purpose. This committee held one meeting during fiscal 1999.
Pursuant to the Company's bylaws, nominations for directors by
stockholders must be made in writing and delivered to the Secretary of the
Company at least 30 days prior to the meeting date. If less than 40 days' notice
of the date of the meeting is given or made to stockholders, nominations must be
received by the Company not later than the close of business on the tenth day
following the day on which notice of the date of the meeting was mailed. In
addition to meeting the applicable deadline, nominations must be accompanied by
certain information specified in the Company's bylaws.
Director Compensation
Each non-employee director of the Association is paid an annual
retainer of $12,000, and also receives a fee of $200 for each meeting of the
Association's Board of Directors attended. In addition to fees paid for service
on the Association's Board, the Company pays each of its directors (including
Mr. Stewart) a fee of $500 per month. No fees are paid for service on board
committees.
Executive Compensation
The following table sets forth information concerning the compensation
paid to the Company's and the Association's Chief Executive Officer. No other
executive officer of the Company or the Association earned a salary and bonus
for fiscal 1999 in excess of $100,000.
SUMMARY COMPENSATION TABLE
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Annual Compensation Long Term Compensation
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Awards Payouts
----------------------------
Name and Fiscal Year Restricted Options All Other
Principal Ended Other Annual Stock SARs LTIP Compen-
Position June 30 Salary Bonus Compensation Award(s) (#) Payouts sation
- --------------------------------------------------------------------------------------------------------------------
Douglas Stewart 1999 $120,000 $34,845 $--- $ --- --- --- $46,877(2)
President and Chief 1998 120,000 51,833 --- 357,080(1) 44,634 --- 81,076
Executive Officer 1997 105,848 45,225 --- --- --- --- 31,640
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(1) Based on the $20.00 closing price per share of the Common Stock on the
Nasdaq Stock Market on May 22, 1998, the date of grant. Twenty percent
of the restricted shares vested on May 22, 1999, and the remaining
shares are scheduled to vest in four equal annual installments on May
22, 2000, 2001, 2002 and 2003, respectively. Dividends are paid on the
restricted shares to the extent and on the same date as dividends are
paid on all other outstanding shares of the Common Stock. Based on the
$10.00 closing price per share of the Common Stock on the Nasdaq Stock
Market on June 30, 1999, the 14,283 restricted shares held by Mr.
Stewart had an aggregate market value of $142,830 as of June 30, 1999.
(2) Includes allocations for fiscal 1999 to Mr. Stewart's account under the
ESOP valued at $37,320 as of June 30, 1999; the Association's
contributions to Mr. Stewart's account under the Association's 401(k)
plan of $1,416, term life insurance premiums of $2,141; and fees for
service on the Company's Board of Directors of $6,000.
5
The following table provides information as to stock options held by
Mr. Stewart.
====================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
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Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)
---------------------------------------------------------------
Shares
Acquired Value
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)(1)
---- ----------- -------- ----------- ------------- ----------- -------------
Douglas Stewart --- $ --- 8,927 35,707 $ --- $ ---
====================================================================================================================
- -------------
(1) The option was not in-the-money as of June 30, 1999, as the exercise price
per share of the option exceeded the market value per share of the Common
Stock.
Employment Agreements and Severance Agreements
At the time of the Association's conversion from mutual to stock form
in April 1997, the Association entered into employment agreements with Douglas
Stewart, President and Chief Executive Officer; David R. Fogt, Vice President of
Operations and Financial Services; Gary N. Fullenkamp, Vice President of
Mortgage Loans and Corporate Secretary; and Debra A. Geuy, Chief Financial
Officer and Treasurer. The employment agreements are designed to assist the
Association in maintaining a stable and competent management team. Each
employment agreement provides for an annual base salary in an amount not less
than the employee's salary as of the date the agreement became effective. Mr.
Stewart's agreement is for a term of three years and each of the other officers'
agreements is for a term of one year. Each employment agreement provides for an
extension of its term for an additional year on each anniversary of its
execution subject to review and approval of the extension by disinterested
members of the Board of Directors of the Association. The term of each agreement
has been extended pursuant to this provision on each of the two anniversaries of
the agreement's execution that have occurred since the Association's
mutual-to-stock conversion. Each agreement provides for termination upon the
employee's death, termination of employment for cause or in certain events
specified by the regulations of the Office of Thrift Supervision (the "OTS").
Each employment agreement is also terminable by the employee upon 90 days'
notice to the Association.
Each employment agreement provides for payment to the employee of his
salary for the remainder of the term of the agreement, plus up to 299%, in the
case of Mr. Stewart and 100% for each of the other officers, of the employee's
base compensation, in the event there is a "change in control" of the
Association and the employee's employment is terminated involuntarily in
connection with such change in control or within twelve months thereafter. This
termination payment may not equal or exceed three times the employee's average
annual compensation over the most recent five year period or be non-deductible
by the Association for federal income tax purposes. The agreements guarantee
participation in an equitable manner in employee benefits applicable to
executive personnel.
At the time of its mutual-to-stock conversion, the Association also
entered into a change in control severance agreement with Assistant Vice
President of Financial Services, Steven Goins. The agreement provides for an
initial term of twelve months and for extensions of one year, on each
anniversary of the effective date of the agreement, subject to a formal
performance evaluation performed by disinterested members of the Board of
Directors of the Association. The term of the agreement has been extended
pursuant to this provision on each of the two anniversaries of the agreement's
6
execution that have occurred since the Association's mutual-to-stock conversion.
The agreement provides for termination for cause or in certain events specified
by OTS regulations.
The agreement provides for a lump sum payment to the employee of 100%
of his annual base compensation and the continued payment for the remaining term
of the contract of life and health insurance coverage maintained by the
Association in the event there is a "change in control" of the Association where
employment terminates involuntarily within 12 months of such change in control.
This termination payment is subject to reduction to the extent it is
non-deductible for federal income tax purposes.
Based on their current salaries, if the employment of Messrs. Stewart,
Fogt, Fullenkamp or Goins or Ms. Geuy had been terminated as of June 30, 1999,
under circumstances entitling him or her to severance pay as described above, he
or she would have been entitled to receive a lump sum cash payment of
approximately $390,900, $59,000, $46,300, $36,400 and $49,500, respectively.
Certain Transactions
The Association has followed a policy of granting loans to eligible
directors, officers, employees and members of their immediate families for the
financing of their personal residences and for consumer purposes. Under the
Association's current policy, all such loans to directors and senior officers
are required to be made in the ordinary course of business and on the same
terms, including collateral and interest rates, as those prevailing at the time
for comparable transactions and do not involve more than the normal risk of
collectibility. However, prior to August 1989, the Association waived loan
origination fees on loans to directors and employees.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors and executive officers, and persons who
beneficially own more than 10% of the Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of the Common Stock. Officers, directors and greater than
10% beneficial owners are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, for the fiscal year ended June 30, 1999, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were met. For the fiscal year ended June 30, 1998, each of
the directors and executive officers of the Company inadvertently failed to
timely file a Form 5 to report the granting to them on May 22, 1998 of stock
options and restricted shares of the Common Stock. Each of these grants was
previously disclosed in the Company's proxy statement for its Special Meeting of
Stockholders held on May 22, 1998.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Company's independent auditors are Crowe, Chizek & Company LLP,
independent certified public accountants. At the Meeting, the stockholders will
consider and vote on the ratification of the appointment of Crowe, Chizek &
Company LLP as independent auditors for the Company's fiscal year ending June
30, 2000.
Representatives of Crowe, Chizek & Company LLP are expected to attend
the Meeting to respond to appropriate questions and to make a statement if they
so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK & COMPANY LLP AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2000.
7
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for its 2000 Annual Meeting of Stockholders, any stockholder proposal to take
action at the 2000 Annual Meeting must be received at the Company's executive
office at 101 East Court Street, Sidney, Ohio, no later than May 13, 2000. Any
proposal submitted will be subject to the requirements of the proxy rules
adopted under the Exchange Act and, as with any stockholder proposal (regardless
of whether included in the Company's proxy materials), the Company's Certificate
of Incorporation and Bylaws and Delaware law. Under the proxy rules, in the
event that the Company receives notice of a stockholder proposal to take action
at the 2000 Annual Meeting that is not submitted for inclusion in the Company's
proxy materials, or is submitted for inclusion but is properly excluded from the
Company's proxy materials, the persons named in the form of proxy sent by the
Company to its stockholders intend to exercise their discretion to vote on the
proposal in accordance with their best judgment if notice of the proposal is not
received at the main office of the Company by the Deadline (as defined below).
In addition to the provision of the proxy rules regarding discretionary voting
authority described in the preceding sentence, the Company's Bylaws provide that
if notice of a stockholder proposal to take action at the 2000 Annual Meeting is
not received at the main office of the Company by the Deadline, the proposal
will not be recognized as a matter proper for submission to the Company's
stockholders and will not be eligible for presentation at the 2000 Annual
Meeting. The "Deadline" means August 9, 2000; however, in the event the 2000
Annual Meeting is held before September 18, 2000 or after December 7, 2000, the
"Deadline" means the close of business on the later of the 60th day prior to the
date of the 2000 Annual Meeting or the tenth day following the day on which
notice of the 2000 Annual Meeting is first mailed or public announcement of the
date of the 2000 Annual Meeting is first made.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this Proxy Statement. However,
if any other matters should properly come before the Meeting, it is intended
that holders of the proxies will act in accordance with their best judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Common Stock. In addition to solicitation by
mail, directors and officers of the Company and regular employees of the
Association may solicit proxies personally or by telegraph or telephone, without
additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/DOUGLAS STEWART
DOUGLAS STEWART
President and Chief Executive Officer
Sidney, Ohio
September 10, 1999
8
REVOCABLE PROXY
PEOPLES-SIDNEY FINANCIAL CORPORATION
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
to be Held on October 8, 1999
The undersigned hereby appoints the Board of Directors of Peoples-Sidney
Financial Corporation (the "Company"), with full powers of substitution, to act
as attorneys and proxies for the undersigned to vote all shares of capital stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Meeting") to be held at the Sidney Holiday Inn, located at
State Route 47 and I-75, Sidney, Ohio, on October 8, 1999 at 11:00 a.m., Sidney,
Ohio time, and at any and all adjournments and postponements thereof.
1. The election as directors of both nominees listed (except as marked to the
contrary below):
RICHARD T. MARTIN and ROBERT W. BERTSCH
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. The ratification of the appointment of Crowe, Chizek & Company LLP as
auditors for the Company for the fiscal year ending June 30, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In its discretion, the Board of Directors, as proxy for the undersigned, is
authorized to vote on any other business that may properly come before the
Meeting or any adjournment or postponement thereof.
The Board of Directors recommends a vote "FOR" the election of both nominees
named herein and "FOR" the ratification of the appointment of Crowe, Chizek &
Company LLP.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR BOTH OF THE NOMINEES LISTED ABOVE AND FOR THE
RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK & COMPANY LLP. IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY
THE BOARD OF DIRECTORS IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
Please be sure to sign and date
this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
PEOPLES-SIDNEY FINANCIAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This Proxy may be revoked at any time before it is voted by: (i) filing with
the Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than this Proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Company at or before the Meeting; (iii) attending the Meeting and voting
in person (although attendance at the Meeting will not in and of itself
constitute revocation of this Proxy). If this Proxy is properly revoked as
described above, then the power of such attorneys and proxies shall be deemed
terminated and of no further force and effect.
The abovesigned acknowledges receipt from the Company, prior to the execution
of this proxy, of Notice of the Meeting, a Proxy Statement and an Annual Report
to Stockholders for the fiscal year ended June 30, 1999.
Please sign exactly as your name(s) appear(s) on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE